0001127602-16-048685.txt : 20160405
0001127602-16-048685.hdr.sgml : 20160405
20160405104926
ACCESSION NUMBER: 0001127602-16-048685
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160401
FILED AS OF DATE: 20160405
DATE AS OF CHANGE: 20160405
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: NATIONAL PENN BANCSHARES INC
CENTRAL INDEX KEY: 0000700733
STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021]
IRS NUMBER: 232215075
STATE OF INCORPORATION: PA
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 645 HAMILTON STREET, #1100
CITY: ALLENTOWN
STATE: PA
ZIP: 18101
BUSINESS PHONE: 1-800-822-3321
MAIL ADDRESS:
STREET 1: 645 HAMILTON STREET, #1100
CITY: ALLENTOWN
STATE: PA
ZIP: 18101
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Beaver Thomas Arthur
CENTRAL INDEX KEY: 0001334317
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-22537-01
FILM NUMBER: 161553320
MAIL ADDRESS:
STREET 1: 645 HAMILTON STREET
CITY: ALLENTOWN
STATE: PA
ZIP: 18101
4
1
form4.xml
PRIMARY DOCUMENT
X0306
4
2016-04-01
1
0000700733
NATIONAL PENN BANCSHARES INC
NPBC
0001334317
Beaver Thomas Arthur
645 HAMILTON STREET
ALLENTOWN
PA
18101
1
1
CHAIRMAN
Common Stock
2016-04-01
4
D
0
49422.6713
D
0
D
Phantom Stock (Deferred Stock)
2016-04-01
4
D
0
44894.4354
D
Common Stock
44894.4354
0
D
Phantom Stock (RSUs)
2016-04-01
4
D
0
81769
D
Common Stock
81769
0
D
On April 1, 2016, BB&T Corporation ("BBT") completed the previously announced merger of National Penn Bancshares, Inc. ("NPBC") with and into BBT, pursuant to the Agreement and Plan of Merger, dated August 17, 2015, by and between BBT and NPBC ("Merger Agreement"). In accordance with the terms of the Merger Agreement, at the effective time of the merger these shares of NPBC common stock were converted into the right to receive, at the election of each shareholder and subject to the proration and allocation procedures set forth in the Merger Agreement, either (i) $13.00 in cash (the "cash consideration") or (ii) 0.3206 shares of BBT common stock (the "stock consideration"), with cash paid in lieu of fractional shares (the "per share merger consideration"). Based on the closing stock price of BBT common stock on the NYSE on April 1, 2016, the closing date of the merger, of $33.51, the value of the stock consideration was $10.74.
1 for 1
The phantom stock units were accrued under the National Penn Bancshares, Inc. Directors' Fee Plan. In accordance with the terms of the Merger Agreement, at the effective time of the merger, each NPBC deferred stock unit award, whether vested or unvested, that settled in connection with the merger and that was outstanding immediately prior to the effective time of the merger fully vested and was converted into the right to receive the per share merger consideration on the terms specified in the Merger Agreement. Based on the closing stock price of BBT common stock on the NYSE on April 1, 2016, the closing date of the merger, of $33.51, the value of the stock consideration was $10.74
The phantom stock units were granted under the National Penn Bancshares, Inc. Long-Term Incentive Compensation Plan. In accordance with the terms of the Merger Agreement, at the effective time of the merger, each NPBC restricted stock unit award that was outstanding immediately prior to the effective time of the merger fully vested and was converted into the right to receive the per share merger consideration on the terms specified in the Merger Agreement. Based on the closing stock price of BBT common stock on the NYSE on April 1, 2016, the closing date of the merger, of $33.51, the value of the stock consideration was $10.74.
/s/ Sean P. Kehoe, by power of attorney
2016-04-05